{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1262.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1262.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1262.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1262.html"}],"law_id":63620,"edition_id":1,"section_id":63620,"structure_id":15307,"section_number":"13.1-1262","catch_line":"Governing instrument","history":"2002, c. 621.","full_text":"A\n\nNotwithstanding anything to the contrary contained in the governing instrument of a business trust, a governing instrument of a business trust containing a specific reference to this section may provide that an agreement of merger approved in accordance with this article may:1\n\nEffect any amendment to the governing instrument of the business trust; or2\n\nEffect the adoption of a new governing instrument of the business trust if it is the successor trust in the merger.B\n\n1. Any amendment to the governing instrument of a business trust or adoption of a new governing instrument of the business trust made under this section shall be effective at the effective time or date of the merger.2\n\nThe provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in the governing instrument of a business trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent business trust to the merger shall be the governing instrument of the successor trust.","order_by":null,"text":{"0":{"id":231775,"text":"Notwithstanding anything to the contrary contained in the governing instrument of a business trust, a governing instrument of a business trust containing a specific reference to this section may provide that an agreement of merger approved in accordance with this article may:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":231776,"text":"Effect any amendment to the governing instrument of the business trust; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":231777,"text":"Effect the adoption of a new governing instrument of the business trust if it is the successor trust in the merger.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":231778,"text":"1. Any amendment to the governing instrument of a business trust or adoption of a new governing instrument of the business trust made under this section shall be effective at the effective time or date of the merger.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B2"},"4":{"id":231779,"text":"The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in the governing instrument of a business trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent business trust to the merger shall be the governing instrument of the successor trust.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B"}},"ancestry":[{"id":15307,"edition_id":1,"name":"Merger","identifier":"11","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:53:48","date_modified":"2026-06-26 03:53:48","permalink":{"id":149177,"object_type":"structure","relational_id":15307,"identifier":"11","token":"13.1\/14\/11","url":"\/13.1\/14\/11\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75677,"structure_id":15307,"section_number":"13.1-1257","catch_line":"Authorization for merger","url":"\/13.1-1257\/","token":"13.1\/14\/11\/13.1-1257","metadata":false},{"id":85723,"structure_id":15307,"section_number":"13.1-1258","catch_line":"Approval","url":"\/13.1-1258\/","token":"13.1\/14\/11\/13.1-1258","metadata":false},{"id":72286,"structure_id":15307,"section_number":"13.1-1259","catch_line":"Exchange of securities; termination or amendment of merger","url":"\/13.1-1259\/","token":"13.1\/14\/11\/13.1-1259","metadata":false},{"id":58276,"structure_id":15307,"section_number":"13.1-1260","catch_line":"Repealed","url":"\/13.1-1260\/","token":"13.1\/14\/11\/13.1-1260","metadata":false},{"id":71717,"structure_id":15307,"section_number":"13.1-1261","catch_line":"Articles of merger","url":"\/13.1-1261\/","token":"13.1\/14\/11\/13.1-1261","metadata":false},{"id":63620,"structure_id":15307,"section_number":"13.1-1262","catch_line":"Governing instrument","url":"\/13.1-1262\/","token":"13.1\/14\/11\/13.1-1262","metadata":false},{"id":72888,"structure_id":15307,"section_number":"13.1-1263","catch_line":"Effect of merger","url":"\/13.1-1263\/","token":"13.1\/14\/11\/13.1-1263","metadata":false},{"id":67995,"structure_id":15307,"section_number":"13.1-1263.1","catch_line":"Abandonment of merger","url":"\/13.1-1263.1\/","token":"13.1\/14\/11\/13.1-1263.1","metadata":false}],"previous_section":{"id":71717,"structure_id":15307,"section_number":"13.1-1261","catch_line":"Articles of merger","url":"\/13.1-1261\/","token":"13.1\/14\/11\/13.1-1261","metadata":false},"next_section":{"id":72888,"structure_id":15307,"section_number":"13.1-1263","catch_line":"Effect of merger","url":"\/13.1-1263\/","token":"13.1\/14\/11\/13.1-1263","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1262\/","history_text":"

This law was first created in 2002. The record of its establishment is cataloged in chapter 621<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":false,"permalink":{"id":149199,"object_type":"law","relational_id":63620,"identifier":"13.1-1262","token":"13.1\/14\/11\/13.1-1262","url":"\/13.1-1262\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1262\/","token":"13.1\/14\/11\/13.1-1262","dublin_core":{"Title":"Governing instrument","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1262","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding anything to the contrary contained in the governing instrument<\/span> of a business trust<\/span>, a governing instrument<\/span> of a business trust<\/span> containing a specific reference to this section may provide that an agreement of merger approved in accordance with this article may: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Effect any amendment to the governing instrument<\/span> of the business trust<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Effect the adoption of a new governing instrument<\/span> of the business trust<\/span> if it is the successor trust in the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> 1. Any amendment to the governing instrument<\/span> of a business trust<\/span> or adoption of a new governing instrument<\/span> of the business trust<\/span> made under this section shall be effective at the effective time or date of the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to herein by any other means provided for in the governing instrument<\/span> of a business trust<\/span> or other agreement or as otherwise permitted by law<\/span>, including that the governing instrument<\/span> of any constituent business trust<\/span> to the merger shall be the governing instrument<\/span> of the successor trust. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGOVERNING INSTRUMENT (\u00a7 13.1-1262)\n\nA. Notwithstanding anything to the contrary contained in the governing\ninstrument of a business trust, a governing instrument of a business trust\ncontaining a specific reference to this section may provide that an agreement of\nmerger approved in accordance with this article may:\n\n 1. Effect any amendment to the governing instrument of the business trust; or\n\n 2. Effect the adoption of a new governing instrument of the business trust if\n it is the successor trust in the merger.\n\nB. 1. Any amendment to the governing instrument of a business trust or adoption\nof a new governing instrument of the business trust made under this section\nshall be effective at the effective time or date of the merger.\n\n 2. The provisions of this subsection shall not be construed to limit the\n accomplishment of a merger or of any of the matters referred to herein by any\n other means provided for in the governing instrument of a business trust or\n other agreement or as otherwise permitted by law, including that the governing\n instrument of any constituent business trust to the merger shall be the\n governing instrument of the successor trust.\n\nHISTORY: 2002, c. 621.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}